Patricia L. Moss
FIRST INTERSTATE BANCSYSTEMAbout Patricia L. Moss
Independent director of First Interstate BancSystem (FIBK) since 2017; Class II director with current term expiring at the 2026 annual meeting. Age 71; retired President & CEO of Cascade Bancorp and CEO of Bank of the Cascades (1998–2012), bringing deep banking and public company governance experience. Current external roles include Director of funds within Aquila Group of Funds and Audit Committee Chair at Knife River Corporation. She is designated independent under NASDAQ rules and is a member of FIBK’s Compensation & Human Capital and Governance & Nominating committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cascade Bancorp / Bank of the Cascades | President & CEO (Cascade Bancorp); CEO (Bank of the Cascades) | 1998–2012 | Led a regional banking platform; brings significant banking and public company management expertise . |
| MDU Resources Group, Inc. (NYSE: MDU) | Director | 2003–May 2023 | Public company board service; governance oversight . |
| Oregon Investment Council | Director (former) | N/A | Oversight of state investment portfolio; governance and investment acumen . |
| Clear One Health Plans; Oregon Growth Board; Central Oregon Community College; OSU Cascades; St. Charles Medical Center | Board/Committee roles (former) | N/A | Community and institutional governance experience . |
External Roles
| Organization | Role | Scope |
|---|---|---|
| Knife River Corporation | Audit Committee Chair | Public company audit leadership; financial oversight . |
| Aquila Group of Funds | Director (funds) | Mutual funds focused on fixed income; fund governance . |
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Board deems Moss independent; all members of Compensation & Human Capital and Governance & Nominating committees are independent under NASDAQ rules . |
| Committee Assignments | Compensation & Human Capital Committee; Governance & Nominating Committee . |
| Committee Meetings (2024) | Compensation & Human Capital: 13; Governance & Nominating: 8 . |
| Board Meetings (2024) | Board met 11 times; each director attended ≥75% of Board and committee meetings during their service period . |
| Executive Sessions | Regular executive sessions of independent directors . |
| Director Since / Class / Term | Director since 2017; Class II; term expires 2026 . |
| Chair/Lead Independent | Board Chair is independent (Stephen B. Bowman) . |
Fixed Compensation
| Component | Terms (2024–2025 service year) | Source |
|---|---|---|
| Annual Director Retainer (non‑Chair) | $140,000 total: ~$80,000 in RSUs (June 1 grant), plus ~$60,000 payable quarterly in cash or RSUs at director’s election . | |
| Committee Retainers | Audit: Chair $27,500 / Member $10,000; Compensation & Human Capital: Chair $20,000 / Member $10,000; Governance & Nominating: Chair $19,000 / Member $7,500; Risk: Chair $22,500 / Member $10,000; Technology: Chair $19,000 / Member $7,500 . |
2024 Director Compensation – Patricia L. Moss
| Metric | Amount |
|---|---|
| Fees Earned or Paid in Cash | $75,000 |
| Stock Awards (RSUs grant-date fair value) | $79,992 (granted June 2024; grant price reference $26.54) |
| All Other Compensation | $6,394 (primarily dividend equivalents/matching gifts per program) |
| Total | $161,386 |
Performance Compensation
| Item | Detail |
|---|---|
| Director Equity Structure | Non‑employee directors receive time‑based RSUs (no performance metrics); RSUs granted June 1, 2024, vest June 1, 2025, subject to continued service through the May 20, 2025 annual meeting . |
| RSUs Granted (2024) | As of 12/31/24, each non‑employee director (including Moss) held 3,014 unvested RSUs; exceptions were Bowman (6,781) and Jonathan R. Scott (3,579) . |
Note: Performance metrics apply to executives (not directors). FIBK’s executive STI metrics in 2024 were Adjusted PPNR EPS (50%), Adjusted Non‑Interest Expenses/Total Avg Assets (25%), and Relative NPAs/Total Assets (25%); committee discretion capped executive payouts at 100% of target despite 125.6% formula funding . Included here only for governance context.
Other Directorships & Interlocks
| Company | Role | Interlocks/Notes |
|---|---|---|
| Knife River Corporation | Audit Committee Chair | No FIBK‑identified related‑party issues linked to Moss; ordinary‑course related‑party loans at FIBK are overseen under a formal policy and were on market terms; Board concluded such transactions did not impair director independence . |
| Aquila Group of Funds | Director | Fund governance; no interlocks disclosed at FIBK . |
Compensation & Human Capital Committee independence and consultants: The committee (of which Moss is a member) engaged Pearl Meyer; independence affirmed; no interlocks or insider participation among 2024 members (note: disclosure references a relationship for James R. Scott, not Moss) .
Expertise & Qualifications
- Significant banking experience as prior CEO of Bank of the Cascades and Cascade Bancorp; extensive public company board experience; knowledge of FIBK’s history .
- Current public company audit leadership (Audit Chair at Knife River), supporting financial oversight acumen at FIBK .
- Additional governance experience across state investment and community institutions (Oregon Investment Council; healthcare and education boards) .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial Ownership (Common Shares) | 17,219 shares; <1% of outstanding . |
| Unvested RSUs (as of 12/31/24) | 3,014 RSUs (standard June 2024 grant), vest June 1, 2025, subject to service through May 20, 2025 annual meeting . |
| Director Ownership Guidelines | Required to hold shares (including time‑vested RSUs) equal to 5x annual cash retainer; at end of 2024, all non‑employee directors except Cho, Bowman, and Phillips met the guideline—Moss met the guideline . |
| Hedging/Pledging | Insider policy prohibits new pledging or margin after Feb 28, 2023; discourages hedging/short‑selling; no Moss‑specific pledging disclosed . |
Governance Assessment
-
Strengths
- Independence and committee influence: Independent director serving on Compensation & Human Capital and Governance & Nominating—two high‑leverage governance committees .
- Ownership alignment: Meets stringent 5x retainer stock ownership guideline; receives a meaningful portion of pay in equity, aligning incentives with shareholders .
- Engagement: Board met 11 times in 2024; each director attended ≥75% of meetings; committees under her purview (Compensation: 13; Governance: 8) were active .
- Compensation governance: Committee uses an independent consultant (Pearl Meyer) with confirmed independence; strong plan design features include caps and clawbacks .
- Shareholder sentiment: 2024 Say‑on‑Pay passed with >96% support—signal of investor confidence in compensation governance .
- Risk controls: Regular executive sessions of independent directors; robust related‑party transaction policy and oversight by Governance & Nominating Committee .
-
Potential risks / watch items
- Age‑based tenure policy: Directors generally may not stand for re‑election after age 72 absent special circumstances; Moss is 71 with term expiring 2026—monitor succession and continuity planning .
- Related‑party ecosystem: While no Moss‑specific transactions disclosed, FIBK has ordinary‑course loans and related‑party transactions (e.g., with Scott family entities) overseen under policy; continue monitoring for any evolution that could impact perceived independence across the board .
- Time commitments: Concurrent service as Audit Chair at Knife River plus Aquila fund directorships—no issues disclosed, but ongoing assessment of bandwidth is prudent for committee workload effectiveness .
-
RED FLAGS: None specific to Moss were disclosed (no low attendance, no pledging, no related‑party transactions tied to Moss, no pay anomalies in director program) .
Appendices (Key Reference Tables)
Director Compensation Program (Structure)
| Component | Value |
|---|---|
| Annual Director Retainer (non‑Chair) | $140,000 total ($80,000 RSUs; ~$60,000 cash/RSUs elective) . |
| Committee Member Retainers (Relevance to Moss) | Compensation & Human Capital: $10,000; Governance & Nominating: $7,500 . |
Beneficial Ownership (as of proxy record date)
| Holder | Shares | % Class |
|---|---|---|
| Patricia L. Moss | 17,219 | <1% |
Committee Activity (2024)
| Committee | Meetings |
|---|---|
| Compensation & Human Capital | 13 |
| Governance & Nominating | 8 |
| Board of Directors | 11 |
Notes on Related‑Party Transactions and Policies
- Related Person Transaction Policy requires Governance & Nominating Committee approval; ordinary‑course loans to related parties totaled $5.1 million at 12/31/24, on market terms; Board determined these did not impair independence. No Moss‑specific related‑party transactions disclosed .